193 Synthesizing perspectives based on complementarity.

In order for social and ecological interests to be included in corporate governance, I argue that a fundamental reappraisal of the theoretical perspectives underlying Dutch corporate law is necessary for any legal reform to be successful. Particularly the partnership perspective is often employed in a way that is unnecessarily narrowed down to shareholder-oriented corporate governance in which investors of financial capital are deemed to be the only authoritative partners of the corporation. Taking a closer look at the theories underlying the partnership perspective shows that such shareholder dominance is only a limited version of the broader contractual approach suggested by the historic partnership perspective. By constituting the legal corporation in a reciprocal negotiation between contractual partners, the partnership perspective highlights the broad basis of stakeholders who willingly commit to the corporation based on a broad set of terms beyond the mere creation of market value. By thus extending the notion of partners and the terms of negotiation, a reappraised version of the partnership perspective may be able to continue providing valuable insights in relation to the contractual nature of corporations. Even if shareholders receive less priority in corporate governance, values such as freedom of contract and freedom from unconsented harm remain important for corporate governance. I therefore propose that any legal reform should include a reappraised version of the partnership perspective.

The institutional perspective in turn offers a valuable starting point for the inclusion of social and ecological interests in corporate governance. Building on the dominant influence of the institutional perspective in Dutch corporate law, legal reform could easily expand the formal governance structure imposed through binding legal rules in order to include social and ecological interests. Valuable opportunities for such a formal inclusion are the internal representation of social and ecological stakeholders and the inclusion of social and ecological interests in the internal system of checks and balances. Meanwhile, such reform based on the legal structure of the institutional perspective faces two intrinsic caveats related to the limited ability of rules to capture all relevant interests involved and the related risk of crippling board autonomy with too much regulation. In my view, these caveats can best be overcome by drawing insights from the other perspectives, suggesting an integrated approach to corporate legal reform. I argue that such integrated approach fits best with the institutional view (institutionele opvatting) as it currently exists in Dutch corporate law, which has already adopted notions similar to the ecosystem perspective. By integrating insights from the ecosystem perspective with the institutional perspective, I aim to align the approach for reform proposed in this thesis with the existing developments in Dutch corporate law pursuant to the institutional view (institutionele opvatting) of the corporation as both legal entity (vennootschap) and enterprise (onderneming).

Finally, the ecosystem perspective particularly provides insights for understanding the interdependent relationship between corporations and their environment. By constituting the legal corporation in the factual circumstances of its enterprise, the ecosystem perspective is able to introduce scientific insights into corporate governance about the embeddedness of corporate activities in larger social and ecological ecosystems. By introducing an internal corporate conscience coupled with practical standards and scientific methods, the ecosystem perspective provides a valuable approach to capture the environmental embeddedness of corporations in corporate governance. The ecosystem perspective allows for the re-enactment of the vertical aspect of corporate governance, grounding legal corporations in their environment while aligning their governance with the values and objectives of the larger ecosystems in which they are embedded.

Based on this reflective reappraisal of all perspectives, a general shift from the partnership perspective to the ecosystem perspective is merited. The inclusion of social and ecological interests in corporate governance particularly calls for a re-embedding of legal corporations in their social and ecological environment. As expected, the ecosystem perspective is particularly apt for providing methods to achieve this. Meanwhile, for legal reform to capture all aspects of corporate reality, I argue that an integrated approach towards the three perspectives is necessary. Rather than attempting to reform Dutch corporate law in accordance with a single perspective, each perspective deserves to be judged on its merit of highlighting a vital aspect of corporate governance. The economic aspect and the legal aspect of corporate governance have been well represented in Dutch corporate law due to the influence of the partnership and institutional perspectives respectively. While the neglect of the environmental aspect merits the inclusion of suggestions by the ecosystem perspective, corporate governance remains an economic, legal as well as environmental affair. Reform of Dutch corporate law should therefore be based on a balanced integration of all three perspectives.